Tag Archives: SEBI

supervision of RIAs

There was a news which came in Times of India that BSE has set up a supervisory body to regulate the Registered Investment Advisors in the country. Registered Investment Advisors are a breed of professionals who advises individuals on investments and manages their portfolios. They are registered and regulated by SEBI under the SEBI (Investment Advisors) Regulations, 2013. They are known as capital market intermediaries.

Apparently SEBI thought it fit to divest the supervisory role to another entity for which BSE has set up a wholly owned subsidiary BSE Administration & Supervision Ltd. (BASL) to perform that role. Now all existing investment advisors will have to register with this new entity BASL as a member.

Another level of compliances goes up for the investment advisors in the country, sigh!!

The link to the newspaper article is below:

https://m-timesofindia-com.cdn.ampproject.org/c/s/m.timesofindia.com/business/india-business/bse-sets-up-entity-to-administer-supervise-activities-of-registered-investment-advisors/amp_articleshow/83436058.cms

Leave a comment

Filed under Uncategorized

centralised database for corporate bonds & debentures

SEBI has vide its circular dated 4th June, 2021 streamlined its procedure for the centralised database for corporate bonds & debentures in supersession of its earlier 2013 circular.

The responsibilities of the parties involved and and the manner of posting information in the database, the fields involved etc. are all given in the said circular which can be accessed here

https://www.sebi.gov.in/legal/circulars/jun-2021/centralized-database-for-corporate-bonds-debentures_50421.html

The salient features are given below:

Responsibilities of parties involved, contents of the database and manner of submitting the information
Depositories:
a. Depositories shall continue to jointly create, host, maintain and disseminate the centralized database of corporate bonds, which are available in demat form. All historical data available in the database in terms of SEBI Circular no. CIR/IMD/DF/17/2013 dated October 22, 2013 shall continue to be hosted by the Depositories.
b. Depositories shall ensure to have adequate systems and safeguards to maintain the integrity of data and to prevent manipulation of data.
c. Each Depository shall synchronize the database in consultation with the other Depository.
d. The Depository which receives information from an issuer shall host the same as well as share it with the other Depository for hosting within three working days from the date of receipt of the information.
e. Depositories shall categorise investors as per the SEBI Circular No. CIR/CFD/CMD/13/2015 dated November 30, 2015.
f. Depositories shall provide secure login credentials to Issuers, Stock Exchanges, Credit Rating Agencies and Debenture Trustees for updating and verifying requisite information in the corporate bond database within timelines as mentioned in this circular.
Issuers:
a. Issuers shall fill all the requisite fields as provided in Annex-I in the Centralized Database at the time of allotment of the ISIN. Depositories shall verify the information as provided by issuer at the time of activation of ISIN.
b. Post listing of securities, Issuers shall submit information in the requisite fields as provided in Annex-II to any of the Stock Exchanges where their securities are listed on a periodical basis and/or ‘as and when’ basis event based), as applicable. The Stock Exchange shall indicate the format of filing to the Issuers in this regard.
Stock Exchanges:
a. Stock Exchanges and Depositories shall develop a system such that information received by them is updated on the Centralized Database on a daily basis.
b. Stock Exchanges shall verify listing details as provided in Annex- I and II of the circular in the Centralized Database.
c. Stock Exchanges shall update event based and periodical information in the Centralized Database when received from the Issuers in Annex- II.
Credit Rating Agencies
Credit Rating Agencies shall access the database to verify the rating information uploaded by the Issuer. In case of any discrepancy, Credit Rating Agencies shall notify the same to Stock Exchanges and update the correct information in the database within the time stipulated in Annex – III.
Debenture Trustees
Debenture Trustees shall access the database to verify the information regarding default history and other relevant information. In case of any discrepancy, Debenture Trustee shall notify the same to Stock Exchanges and update the correct information in the database, within the time stipulated in Annex – III.

Depositories shall also provide the information available with respect to the Redeemable Preference Shares and Securitized Debt Instruments, in a separate section within the database, in the form as available with them, after sharing the same with the other depository for synchronizing and updating the database.

All annexures are available for reference in the link given above.

Leave a comment

Filed under Uncategorized

overseas investment limits for MFs

SEBI has vide its circular dated 3rd June, 2021 enhanced the overseas investment limits for mutual funds as follows:

  1. they can make overseas investments subject to a maximum of US$1 billion per mutual fund subject to an industry limit of USD$7 billion;
  2. in overseas exchange traded fund, they can make investment of US$ 300 million per mutual fund subject to an industry limit of US$1 billion.

The earlier limits were US$600 million (per mutual fund) and US$200 million (for exchange traded fund) respectively. The overall industry limits are the same.

In respect of investment limits to be disclosed in the scheme documents at the time of NFO as specified in Para 2.2 of the aforesaid circular, and the investment limits on ongoing schemes as specified in Para 2.3 of the aforesaid circular, such limits would henceforth be soft limits for the purpose of reporting only by Mutual Funds on monthly basis in the format prescribed vide SEBI circular dated November 5, 2020.

The aforesaid circular referred to above is the Para 1 of SEBI Circular No. SEBI/HO/IMD/DF3/CIR/P/2020/225 dated
November 05, 2020 which is here i.e.

https://www.sebi.gov.in/legal/circulars/nov-2020/circular-on-enhancement-of-overseas-investment-limits-for-mutual-funds_48090.html

https://www.sebi.gov.in/legal/circulars/jun-2021/circular-on-enhancement-of-overseas-investment-limits_50415.html

Leave a comment

Filed under securities laws

IPOs revised timelines – UPI in ASBA

SEBI has vide its circular dated 2nd June, 2021 revised its timelines for implementation of UPI in ASBA in respect of IPOs. This is after the stakeholders approached SEBI seeking additional time for implementation of system changes especially in view of the covid pandemic. Salient features are as follows:

1. SEBI vide Circular No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (hereinafter referred to as “the circular”), which came into effect from May 01, 2021 had put in place measures to have a uniform policy to further streamline the processing of ASBA applications through UPI process among intermediaries/SCSBs and also provided a mechanism of compensation to investors. 

2. The stakeholders have approached SEBI seeking additional time for implementing the system changes given the prevailing uncertainty due to the Covid-19 pandemic. 

3. In view of the representations received from stakeholders, the implementation timelines for the provisions of “the circular” shall be as under: 

3.1SMS Alerts: Para 9 of “the circular” prescribed the details to be sent by SCSB’s in SMS alerts. While SCSB’s shall continue to send SMS alerts during the actual block/debit/unblock of UPI mandate in the prescribed format, the details of total number of shares applied/allotted/non-allotted etc shall be included in SMS for Public Issues opening on/after January 01, 2022. 

3.2Web Portal for CUG: For ease of doing business, Para 10 of “the circular” prescribed a web portal to be hosted by Sponsor Banks for closed user group (hereinafter referred to as “CUG”) entities. In view of the representations received from the stakeholders, it has been decided that: 

3.2.1 The automated web portal shall be live and operational after due testing and mock trials with the CUG entities for Public Issues opening on or after October 01, 2021. The requisite information on this automated portal shall be updated periodically in intervals not exceeding two hours. 

3.2.2 In the interim, for the Public Issues opening from the date of this circular and till the automated web portal is live and operational, the Sponsor Banks shall send the details prescribed in Para 10 of “the circular” to the e-mail address of CUG entities periodically in intervals not exceeding three hours. In case of exceptional events viz., technical issues with UPI handles/PSPs/TPAPS/SCSB’s etc, the same shall be intimated immediately to the CUG entities so as to facilitate the flow of information in the Public Issue process. 

3.2.3 The Stock Exchanges and Lead Managers shall facilitate providing the requisite data of CUG entities to Sponsor Bank for the development of automated web portal. Such information shall be provided to the Sponsor Bank before opening of the Public Issue. 

3.3Completion of Unblocks by T+4: Para 13 of “the circular” prescribed the process and timeline for ensuring the completion of unblocks pertaining to UPI mandates on T+4 (T: Issue Closing Date). while the process of unblocking shall be completed by T+4, in view of the representations received from stakeholders, the following shall be the revised timelines: 

3.3.1 The Registrar to the Issue shall provide the allotment/ revoke files to the Sponsor Bank by 8:00 PM on T+3 i.e, the day when the Basis of Allotment (BOA) has to be finalized. 

3 3.3.2 The Sponsor Bank shall execute the online mandate revoke file for Non-Allottees/ Partial Allottees and provide pending applications for unblock, if any, to the Registrar to the Issue, not later than 5:00 PM on BOA+1. 

3.3.3 Subsequent to the receipt of the pending applications for unblock from the Sponsor Bank, the Registrar to the Issue shall submit the bank-wise pending UPI applications for unblock to the SCSBs, not later than 6:30 PM on BOA+1. 

3.3.4 To ensure that the unblocking is completed on T+4, the Lead Managers, on a continuous basis and before the opening of the public issue shall take up the matter with the SCSB’s at appropriate level. 

4. This circular comes into force with immediate effect. 

5. The contents of the circular shall be mentioned in the DRHP and RHP filed on or after the date of this circular. 

Leave a comment

Filed under securities laws

foreign portfolio investors

SEBI circular dated 1st June, 2021 allowing a one off, “off-market” transfer of securities by foreign portfolio investors for transferring to IFSC at Gift City, Ahmedabad, which gives substantial tax benefits as per the Finance Act, 2021. Gist of circular follows:

1. The Finance Act, 2021 provides tax incentives for relocating foreign funds to International Financial Services Centre (IFSC) in order to make the IFSC in GIFT City a global financial hub. 

2. In view of the above objective and to further facilitate such ‘relocation’, it has been decided that a FPI (‘original fund’ or its wholly owned special purpose vehicle) may approach its DDP for approval of a one-time ‘off-market’ transfer of its securities to the ‘resultant fund’. The terms ‘original fund’, ‘relocation’ and ‘resultant fund’ will have the same meaning as assigned to them under the Finance Act, 2021. 

3. The DDP after appropriate due diligence may accord its approval for a one-time ‘offmarket’ transfer of securities for such relocation. 

4. Relocation request will imply that the FPI has deemed to have applied for surrender of its registration and the DDP may be guided by the guidelines pertaining to surrender of FPI registration. 

5. The ‘off-market’ transfer shall be allowed without prejudice to any provisions of tax laws and FEMA. 6. Para 3, Part C of SEBI Circular No. IMD/FPI&C/CIR/P/2019/124 dated November 05, 2019 stands modified to the extent of para 2 above. 

https://www.sebi.gov.in/legal/circulars/jun-2021/-off-market-transfer-of-securities-by-fpi_50380.html

Leave a comment

Filed under securities laws

LODR compliances – corp gov.

SEBI has mandated an additional set of compliances for listed entities – under regulation 27 of the Listing Obligations and Disclosure Requirements Regulations 2015. Now disclosures around loans/ guarantees/ letters of comfort/ securities provided by listed entities to their promoter or promoter group entities or any other entity controlled by them, either directly or indirectly has to be made on a half yearly basis from the financial year 2021-22.

The format of the report is given in this circular

https://www.sebi.gov.in/legal/circulars/may-2021/format-of-compliance-report-on-corporate-governance-by-listed-entities_50338.html

Apart from this, there are three other corporate governance reporting to be done in various periods as enumerated under:

Leave a comment

Filed under securities laws

alternative investment funds

SEBI has vide its circular dated 21st May, 2021 enhanced the overseas investment limits for SEBI registered alternative investment funds (AIFs)/ venture capital funds (VCFs) from USD 750 million to USD 1500 million. Details follow.

Leave a comment

Filed under securities laws

Takeover Code – amendments

SEBI has vide its notification dated 5th May, 2021 amended the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 2011 or the Takeover Code. The following are the amendments carried out.

Regulation 3(1) stipulates that no acquirer shall acquire shares or voting rights in a target company in excess of 25% of the voting rights without making an open offer for acquiring the remaining shares in the target company. Sub Regulation (5) has been added which stipulates that for shares listed in Innovators Growth Platform, the said percentage will be 49%.

Same change has been made in regulation 6, which refers to voluntary offer wherein for 25%, 49% has been stipulated for shares listed in the Innovators Growth Platform.

Regulation 26 pertains to obligations of the target company. Sub regulation (6) specifies that the Board of Directors of the target company shall constitute a committee of independent directors to provide reasoned recommendations on such open offer and the target company shall publish such recommendations. A proviso has been added that while providing reasoned recommendations on the open offer proposal, the committee shall disclose the voting pattern of the meeting in which the open offer proposal was discussed.

Basically it means when the committee of independent directors meet to consider the open offer proposal and draft their reasoned recommendations, the voting pattern of such meeting shall be disclosed.

Regulation 29 pertains to disclosure of acquisition and disposal. It stipulates for disclosure of shareholding and voting rights in the target company aggregating to 5% or more of the shares of such target company. The amendment is that in case of securities listed in the Innovators Growth Platform, this percentage to be read as 10%.

In the case of creeping acquisition, shareholders holding 5% or more shares in a company, shall disclose any change in shareholding exceeding 2% of the total shareholding in the target company. In case of securities listed in Innovators Growth Platform, this percentage to be read as 10% and 5% respectively.

The amendments can be found at sebi site. i.e. http://www.sebi.gov.in

Leave a comment

Filed under securities laws

REITs and InvITs – covid relaxations

SEBI has vide its circular dated 14th May, 2021 given relaxation to Real Estate Investment Trusts (REITs) and Infrastructure Investment Trust (InvITs) allowing them to file their regulatory filings by giving them one month more for the same. Gist of the circular enclosed.

SEBI is in receipt of representations from InvITs and REITs requesting extension of timelines for various regulatory filings and compliances for InvITs and REITs for the period ending March 31, 2021, inter-alia, due to ongoing second wave of the CoVID-19 pandemic and restrictions imposed by various state governments.

  1. After consideration, it has been decided to extend the due date for regulatory filings and compliances for InvITs and REITs for the period ending March 31, 2021 by one month over and above the timelines, prescribed under SEBI (Infrastructure Investment Trusts) Regulations, 2014 (InvIT Regulations) and SEBI (Real Estate Investment Trusts) Regulations, 2014 (REIT Regulations) and circulars issued thereunder.

https://www.sebi.gov.in/legal/circulars/may-2021/relaxation-from-compliance-to-reits-and-invits-due-to-the-covid-19-virus-pandemic_50127.html

Leave a comment

Filed under securities laws

portfolio managers

SEBI has vide its circular dated 12th May, 2021 mandated the registered portfolio managers shall take prior approval when a change in control of the portfolio managers is being considered. SEBI has listed steps that the portfolio managers should take in such circumstances.

Regulation 11(aa) provides that a Portfolio Manager shall obtain prior approval of SEBI in case of change in control in such manner as may be specified by SEBI. Accordingly, it has been decided that all SEBI registered Portfolio Managers shall comply with the following in case they propose a change in control:
a. An online application shall be made to SEBI for prior approval through the SEBI Intermediary Portal (https://siportal.sebi.gov.in).
b. The prior approval granted by SEBI shall be valid for a period of six months from the date of such approval.
c. Applications for fresh registration pursuant to change in control shall be made to SEBI within six months from the date of prior approval.
d. Pursuant to grant of prior approval by SEBI, all the existing investors/ clients shall be informed about the proposed change prior to effecting the same, in order to enable them to take well informed decision regarding their
continuance or otherwise with the changed management.

https://www.sebi.gov.in/legal/circulars/may-2021/procedure-for-seeking-prior-approval-for-change-in-control-of-sebi-registered-portfolio-managers_50116.html

Leave a comment

Filed under securities laws

business responsibility & sustainability reporting

SEBI has mandated vide its circular dated 10th May, 2021 that with effect from financial year 2022-23, top 1000 companies by market capitalization shall report on a new format which incorporates ESG parameters. Gist of circular follows:

In recent times, adapting to and mitigating climate change impact, inclusive growth and transitioning to a sustainable economy have emerged as major issues globally. There is an increased focus of investors and other stakeholders seeking businesses to be responsible and sustainable towards the environment and society. Thus, reporting of company’s performance on sustainability related factors has become as vital as reporting on financial and operational performance.

  1. SEBI vide Circular no. CIR/CFD/CMD/10/2015 dated November 04, 2015 has prescribed the format for the Business Responsibility Report (BRR) in respect of reporting on ESG (Environment, Social and Governance) parameters by listed
    entities.
  2. In terms of amendment to regulation 34 (2) (f) of LODR Regulations vide Gazette notification no. SEBI/LAD-NRO/GN/2021/22 dated May 05, 2021, it has now been decided to introduce new reporting requirements on ESG parameters called the Business Responsibility and Sustainability Report (BRSR). The BRSR is accompanied with a guidance note to enable the companies to interpret the scope of disclosures. The format of the BRSR and the guidance note are detailed in Annexure I and Annexure II respectively.
  3. The BRSR seeks disclosures from listed entities on their performance against the nine principles of the ‘National Guidelines on Responsible Business Conduct’ (NGBRCs) and reporting under each principle is divided into essential and
    leadership indicators. The essential indicators are required to be reported on a mandatory basis while the reporting of leadership indicators is on a voluntary basis. Listed entities should endeavor to report the leadership indictors also.
  4. The BRSR is intended towards having quantitative and standardized disclosures on ESG parameters to enable comparability across companies, sectors and time. Such disclosures will be helpful for investors to make better investment decisions. The BRSR shall also enable companies to engage more meaningfully with their stakeholders, by encouraging them to look beyond financials and towards social and environmental impacts.
  5. The listed entities already preparing and disclosing sustainability reports based on internationally accepted reporting frameworks (such as GRI, SASB, TCFD or Integrated Reporting) may cross-reference the disclosures made under such framework to the disclosures sought under the BRSR.
    Applicability
  6. In terms of the aforesaid amendment, with effect from the financial year 2022-2023, filing of BRSR shall be mandatory for the top 1000 listed companies (by market capitalization) and shall replace the existing BRR. Filing of BRSR is voluntary for the financial year 2021-22.

Leave a comment

Filed under securities laws

covid relaxations – debt listing

SEBI circular dated 29th April, 2021 giving certain relaxations to compliance deadlines in respect of debt listed securities, municipal bonds and commercial paper. Details are given below.

Leave a comment

Filed under securities laws

compliance relaxations for SE intermediaries

SEBI circular dated 29th April, 2021 giving relaxations in deadlines in respect of compliances for trading members, clearing members, depository participants, KYC registration agencies as under:

Leave a comment

Filed under securities laws

debenture trustees – compliance relaxations

SEBI circular dated 3rd May, 2021 giving relaxations in compliance deadlines to debenture trustees in view of the covid 2.0 pandemic for the quarter/ half year ended 31st March, 2021

https://www.sebi.gov.in/legal/circulars/may-2021/relaxation-in-timelines-for-compliance-with-regulatory-requirements-by-debenture-trustees-due-to-the-covid-19-pandemic_50042.html

Leave a comment

Filed under securities laws

securities compliances – relaxations

SEBI has relaxed some compliance deadlines in view the ongoing covid 2.0 pandemic. Details are given below:

Listed entities have been allowed to use their digital signatures for all filings upto 31st December, 2021.

Leave a comment

Filed under securities laws